On behalf of the Board of Directors of Epicon, Maybank Investment Bank Berhad ("Maybank IB") wishes to announce that the Company had, on 14 July 2026 entered into a conditional share sale agreement with Lagenda Properties Berhad ("Lagenda") for the proposed acquisition of a 60% equity interest in Rantau Urusan (M) Sdn Bhd ("RUSB") and LPB Construction Sdn Bhd ("LPBC") (collectively referred to as "Target Companies") for an aggregate purchase consideration of RM543.16 million ("SSA") ("Proposed Acquisitions"), to be satisfied via the issuance of 1,857,142,857 new ordinary shares in Epicon ("Epicon Shares") ("Consideration Share(s)") at an issue price of RM0.13 per Consideration Share and 1,353,190,292 new redeemable convertible preference shares - class A in Epicon ("RCPS A") ("Consideration RCPS A") at an issue price of RM0.13 per Consideration RCPS A.

Furthermore, pursuant to the terms and conditions of the SSA, Lagenda has agreed to grant the Company an irrevocable right to require Lagenda to sell up to the remaining 400,000 ordinary shares in RUSB and 300,000 ordinary shares in LPBC, representing up to 40% equity interest in the Target Companies to the Company for a purchase consideration of up to RM362.11 million ("Proposed Call Option"), which may be satisfied via a combination of cash, allotment and issuance of such number of new Epicon Shares ("Option Consideration Share(s)") at an issue price of RM0.13 per Option Consideration Share and/or allotment and issuance of such number of RCPS A ("Option Consideration RCPS A") at an issue price of RM0.13 per Option Consideration RCPS A.

In addition to the above, on behalf of the Board, Maybank IB also wishes to announce that in conjunction with the Proposed Acquisitions and the Proposed Call Option, the Company is also proposing to undertake the following:

1. proposed private placement of 240,000,000 new Epicon Shares ("Placement Share(s)") at an issue price of RM0.13 per Placement Share to the identified third-party investors ("Proposed Private Placement"); and

    

2. proposed amendments to the Constitution of Epicon to facilitate the issuance and allotment of the Consideration RCPS A and the Option Consideration RCPS A ("Proposed Amendments").

In conjunction with the above, the following parties are proposing to seek an exemption under subparagraph 4.08(1) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia ("SC") ("Rules"), as follows:

1. Doh Properties Sdn Bhd ("Doh Properties") and its persons acting in concert ("PACs") with it from the obligation to undertake a mandatory take-over offer ("MGO") for all the remaining Epicon Shares not already owned by Doh Properties and its PACs upon full conversion of 233,000,000 redeemable convertible preference shares in Epicon held by Doh Properties pursuant to subsection 218(2) of the Capital Markets and Services Act, 2007 ("CMSA"), read together with subparagraph 15(1) of the Malaysian Code on Take-Overs and Mergers 2016 ("Code") and subparagraph 4.01(a) of the Rules ("Proposed Exemption 1"); and

    

2. Lagenda and its PACs from the obligation to undertake a MGO for all the remaining Epicon Shares not already owned by Lagenda and its PACs after the Proposed Acquisitions pursuant to subsection 218(2) of the CMSA, read together with subparagraphs 15(1) and 15(2) of the Code and subparagraphs 4.01(a) and 4.01(b) of the Rules ("Proposed Exemption 2").

(The Proposed Exemption 1 and the Proposed Exemption 2 are collectively referred to as "Proposed Exemptions". The Proposed Acquisitions, the Proposed Call Option, the Proposed Private Placement, the Proposed Amendments and the Proposed Exemptions are collectively referred to as "Proposals").

Please refer to the attachment for further details on the Proposals.

This announcement is dated 14 July 2026.